12 23 2021 Moog Proxy - FY2021 - FINAL - Flipbook - Page 38
Payment Upon Voluntary Termination
When an officer voluntarily terminates employment with the Company, the officer is entitled to receive all pension benefits
accrued under any retirement or supplemental retirement plans up to the date of termination (subject to the rules referenced
above in the PERI-SERP description), and payment for all unused vested vacation. All unexpired vested SARs are exercisable
within ninety days of termination and all unvested SARs, PSUs and TVAs will expire at the close of business on the date of
termination.
Payment Upon Involuntary Termination Without Cause and After a Change in Control
The termination benefits provided to an officer under the Termination Agreements in the case of involuntary termination without
cause and in the event of involuntary termination after a change in control are the same, except each event references a different
credited years of service table to determine salary continuance. The officer will receive salary continuance for no less than 12
months and no more than 36 months, depending on length of service. STI will be paid as earned in accordance with the plan and
any unused vested vacation will be paid. The Company will pay, for one year after involuntary termination without cause or
involuntary termination after a change in control, medical premiums on behalf of the officer, one year of auto related expenses,
outplacement services, as well as one year of club membership dues for which reimbursement was provided by the Company.
The officer is entitled to all vested benefits under any retirement or supplemental retirement plans. Upon an officer’s involuntary
termination not in connection with a change in control, all unexpired vested SARs are exercisable within ninety days of
termination and all unvested SARs, PSUs and TVAs will expire at the close of business on the date of termination. Upon a
change in control, all unexpired SARs will fully vest, all unvested PSUs will fully vest and will be paid out at the maximum level of
performance and all unvested TVAs will fully vest and will be paid out in cash no later than 30 days following the change in
control. Upon an involuntary termination after a change in control, the officer is entitled to exercise all SARs within two years of
termination.
The Termination Agreements provide that an officer cannot compete with the Company during the term of the Termination
Agreement, and in the event of an involuntary termination after a change in control, until the last payment of any benefits to the
officer under the Termination Agreement. Each Termination Agreement also requires each officer not to disclose confidential
information of the Company during the term of the Termination Agreement or thereafter.
The following table shows potential payments to the NEOs upon death, disability, retirement, voluntary termination, involuntary
termination without cause or involuntary termination after a change in control. The amounts shown assume that the termination
was effective October 2, 2021, the last business day of the Company’s most recent fiscal year end. The actual amounts to be
paid can only be determined at the actual time of an officer’s termination.
Name
John R. Scannell
Jennifer Walter
35
Type of Payment
Severance(1)
Salary Continuance(2)
STI(3)
Insurance Coverage(4)
Other perquisites(5)
Option awards(6)
Stock awards(7)
Company transaction
contribution under DC
SERP(8)
Total
Severance(1)
Salary Continuance(2)
STI(3)
Insurance Coverage(4)
Other perquisites(5)
Option awards(6)
Stock awards(7)
Company transaction
contribution under DC
SERP(8)
Total
Death
$
—
505,963
815,476
—
—
3,044,003
653,968
Voluntary
Disability
Retirement Termination
$
— $
— $
—
—
—
—
815,476
815,476
—
—
—
—
—
—
—
3,044,003
3,044,003
2,948,761
—
653,968
—
—
—
$ 5,019,410 $ 3,859,479 $
$
— $
— $
261,252
—
265,002
265,002
—
—
—
—
422,958
422,958
211,764
—
—
$ 1,160,975 $
—
687,960 $
Involuntary
Involuntary
Termination
Termination
After a Change
Without Cause
in Control(9)
$
2,867,121 $
3,035,775
—
—
815,476
815,476
23,392
23,392
13,158
13,158
2,948,761
3,044,003
—
3,157,441
—
4,513,447 $
— $
—
265,002
—
—
422,958
211,764
—
2,948,761 $
— $
—
—
—
—
394,112
—
—
6,667,907 $
1,088,550 $
—
265,002
17,797
5,882
394,112
—
—
10,089,246
1,567,512
—
265,002
17,797
5,882
422,958
997,398
—
899,723 $
—
394,112 $
—
1,771,343 $
—
3,276,549